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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



FOR THE TRANSITION PERIOD FROM
 TO
.



COMMISSION FILE NO. 000-31519



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CURON MEDICAL, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 77-0470324                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



46117 Landing
Parkway

Fremont, CA 94538

(Address of principal executive offices, including zip code)



(510) 661-1800

(Registrants telephone number, including area code)



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ̈No  x



As of November 11, 2003, 20,200,132 shares of the Registrants Common Stock were outstanding.



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##### Table of Contents

CURON MEDICAL, INC.



INDEX



|           |  |                       |  |                                                                                                                        |  | Page
|---------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I.    |  | FINANCIAL INFORMATION |  |                                                                                                                       
|           |  |                       | 
|           |  | Item 1.               |  | Financial Statements (unaudited)                                                                                       |  |     
|           |  |                       | 
|           |  |                       |  | Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002                                   |  | 3   
|           |  |                       | 
|           |  |                       |  | Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2003 and 2002 |  | 4   
|           |  |                       | 
|           |  |                       |  | Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2003 and 2002           |  | 5   
|           |  |                       | 
|           |  |                       |  | Notes to Condensed Consolidated Financial Statements                                                                   |  | 6   
|           |  |                       | 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                  |  | 11  
|           |  |                       | 
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosures of Market Risk                                                                |  | 26  
|           |  |                       | 
|           |  | Item 4.               |  | Controls and Procedures                                                                                                |  | 26  
|           |  |                      
|PART II.   |  | OTHER INFORMATION     |  |                                                                                                                       
|           |  |                       | 
|           |  | Item 1.               |  | Legal Proceedings                                                                                                      |  | 26  
|           |  |                       | 
|           |  | Item 5.               |  | Other Information                                                                                                      |  | 27  
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                                       |  | 28  
|           | 
|SIGNATURES |  | 29                   



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##### Table of Contents

PART I FINANCIAL INFORMATION

|Item 1. |  | Financial Statements
|------- |  | --------------------



CURON MEDICAL, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)



|                                           |  | September30, 2003 |         |   | December31, 2002 |  
|------------------------------------------ |  | ----------------- | ------- | - | ---------------- | -
|Assets                                     |  |                   |         |   |                  |  
|Current assets:                            |  |                   |         |   |                  |  
|Cash and cash equivalents                  |  | $                 | 7,340   |   |                  | $
|Marketable securities                      |  |                   | 6,353   |   |                  |  
|Accounts receivable, net                   |  |                   | 496     |   |                  |  
|Inventories, net                           |  |                   | 1,025   |   |                  |  
|Prepaid expenses and other current assets  |  |                   | 934     |   |                  |  
|                                           |  |                   |         |   |                  |  
|Total current assets                       |  |                   | 16,148  |   |                  |  
|                                           |  |                  
|Long term investments                      |  |                   |        |   |                  |  
|Property and equipment, net                |  |                   | 842     |   |                  |  
|Other assets                               |  |                   | 125     |   |                  |  
|                                           |  |                   |         |   |                  |  
|Total assets                               |  | $                 | 17,115  |   |                  | $
|                                           |  |                   |         |   |                  |  
|Liabilities and Stockholders Equity       |  |                   |         |   |                  |  
|Current liabilities:                       |  |                   |         |   |                  |  
|Accounts payable                           |  | $                 | 416     |   |                  | $
|Accrued liabilities                        |  |                   | 1,032   |   |                  |  
|Notes payable                              |  |                   | 133     |   |                  |  
|                                           |  |                   |         |   |                  |  
|Total current liabilities                  |  |                   | 1,581   |   |                  |  
|                                           |  |                  
|Other liabilities                          |  |                   | 38      |   |                  |  
|                                           |  |                   |         |   |                  |  
|Total liabilities                          |  |                   | 1,619   |   |                  |  
|                                           |  |                   |         |   |                  |  
|                                           |  |                  
|Contingencies (Note 4)                     |  |                   |         |   |                  |  
|                                           |  |                  
|Stockholders equity:                      |  |                   |         |   |                  |  
|Common stock                               |  |                   | 20      |   |                  |  
|Additional paid-in capital                 |  |                   | 90,163  |   |                  |  
|Deferred stock compensation                |  |                   | (22     | ) |                  |  
|Accumulated deficit                        |  |                   | (74,438 | ) |                  |  
|Treasury stock                             |  |                   | (234    | ) |                  |  
|Accumulated other comprehensive income     |  |                   | 7       |   |                  |  
|                                           |  |                   |         |   |                  |  
|Total stockholders equity                 |  |                   | 15,496  |   |                  |  
|                                           |  |                  
|                                           |  |                   |         |   |                  |  
|Total liabilities and stockholders equity |  | $                 | 17,115  |   |                  | $
|                                           |  |                   |         |   |                  |  



See accompanying notes
to condensed consolidated financial statements



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CURON MEDICAL, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share amounts)



|                                                               |  | For the Three Months Ended |        |   | For the Nine Months Ended |  
|-------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------- | -
|                                                               |  | September 30, 2003         |        |   | September 30, 2002        |  
|                                                               |  |                            |        |  
|Revenues                                                       |  | $                          | 783    |   |                           | $
|Cost of goods sold                                             |  |                            | 1,172  |   |                           |  
|                                                               |  |                            |        |   |                           |  
|                                                               |  |                            |        |  
|Gross loss                                                     |  |                            | (389   | ) |                           |  
|                                                               |  |                            |        |   |                           |  
|                                                               |  |                            |        |  
|Operating expenses:                                            |  |                            |        |   |                           |  
|Research and development                                       |  |                            | 490    |   |                           |  
|Clinical and regulatory                                        |  |                            | 470    |   |                           |  
|Sales and marketing                                            |  |                            | 1,684  |   |                           |  
|General and administrative                                     |  |                            | 865    |   |                           |  
|                                                               |  |                            |        |   |                           |  
|                                                               |  |                            |        |  
|Total operating expenses                                       |  |                            | 3,509  |   |                           |  
|                                                               |  |                            |        |   |                           |  
|                                                               |  |                            |        |  
|Operating loss                                                 |  |                            | (3,898 | ) |                           |  
|                                                               |  |                            |        |  
|Interest income                                                |  |                            | 43     |   |                           |  
|Other income (expense), net                                    |  |                            | (11    | ) |                           |  
|                                                               |  |                            |        |   |                           |  
|                                                               |  |                            |        |  
|Net loss                                                       |  | $                          | (3,866 | ) |                           | $
|                                                               |  |                            |        |   |                           |  
|                                                               |  |                            |        |  
|Net loss per share, basic and diluted                          |  | $                          | (0.19  | ) |                           | $
|                                                               |  |                            |        |   |                           |  
|                                                               |  |                            |        |  
|Shares used in computing net loss per share, basic and diluted |  |                            | 20,100 |   |                           |  
|                                                               |  |                            |        |   |                           |  



See accompanying notes
to condensed consolidated financial statements



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CURON MEDICAL, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)



|                                                                            |  | For the Nine Months Ended, |        
|--------------------------------------------------------------------------- |  | -------------------------- | -------
|                                                                            |  | September 30,2003          |        
|Cash Flows From Operating Activities                                        |  |                            |        
|Net loss                                                                    |  | $                          | (10,706
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                            |        
|Depreciation and amortization                                               |  |                            | 393    
|Forgiveness of related party notes receivable                               |  |                            |       
|Amortization of acquired technology                                         |  |                            |       
|Amortization of stock-based compensation                                    |  |                            | 87     
|Loss on sale or disposal of property and equipment                          |  |                            | 20     
|Amortization of premium (accretion of discount) on securities, net          |  |                            | 233    
|Changes in assets and liabilities:                                          |  |                            |        
|Accounts receivable, net                                                    |  |                            | 192    
|Inventories, net                                                            |  |                            | 270    
|Prepaid expenses and other current assets                                   |  |                            | 38     
|Accounts payable                                                            |  |                            | 225    
|Accrued liabilities                                                         |  |                            | 150    
|Other long-term assets and liabilities                                      |  |                            | (85    
|                                                                            |  |                            |        
|Net cash used in operating activities                                       |  |                            | (9,183 
|                                                                            |  |                            |        
|                                                                            |  |                           
|Cash Flows From Investing Activities                                        |  |                            |        
|Purchase of property and equipment                                          |  |                            | (496   
|Proceeds from the sale of property and equipment                            |  |                            | 7      
|Purchase of marketable securities                                           |  |                            | (6,591 
|Proceeds from maturities of marketable securities                           |  |                            | 14,891 
|                                                                            |  |                            |        
|Net cash provided by investing activities                                   |  |                            | 7,811  
|                                                                            |  |                            |        
|                                                                            |  |                           
|Cash Flows From Financing Activities                                        |  |                            |        
|Principal payments on notes payable                                         |  |                            | (218   
|Proceeds from issuance of notes payable                                     |  |                            | 309    
|Proceeds from related party notes receivable                                |  |                            |       
|Payments of related party notes receivable                                  |  |                            |       
|Proceeds from issuance of common stock                                      |  |                            | 51     
|Purchase of treasury stock                                                  |  |                            |       
|                                                                            |  |                            |        
|Net cash provided by financing activities                                   |  |                            | 142    
|                                                                            |  |                            |        
|Net increase (decrease) in cash and cash equivalents                        |  |                            | (1,230 
|Cash and cash equivalents at beginning of period                            |  |                            | 8,570  
|                                                                            |  |                            |        
|Cash and cash equivalents at end of period                                  |  | $                          | 7,340  
|                                                                            |  |                            |        



See accompanying notes
to the condensed consolidated financial statements



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CURON MEDICAL, INC.

NOTES TO CONDENSED CONSOLID
ATED FINANCIAL STATEMENTS

(Unaudited, tabular amounts in thousands, except per share data)



September 30, 2003



NOTE 1. The Company and Summary of Significant Accounting Policies



The Company



Curon Medical, Inc. (the Company) was incorporated in the State of Delaware on May 1, 1997. The Company develops, manufactures and markets proprietary
products for the treatment of gastrointestinal disorders.



The Company has
sustained operating losses and negative cash flows from operations and expects such losses to continue in the foreseeable future. The Company intends to finance its operations primarily through its cash and cash equivalents, marketable securities,
future financings and future revenues. Management believes, if revenues increase and operating costs are controlled, the Company currently has enough cash to fund operations for at least the next twelve months. Should additional funding be required
at any point in the future, alternative financing will be sought from various possible sources, including the public equity market, private financings, collaborative arrangements and debt. If additional capital is raised through the issuance of
equity or securities convertible into equity, stockholders may experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. There can be no assurance that the Company will be
able to obtain such financing, or to obtain it on acceptable terms. If the Company is unable to raise additional funds, operations will need to be substantially reduced in order to conserve working capital.



Basis of Presentation



The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of
all intercompany balances and transactions. Certain reclassifications have been made to prior year amounts in order to conform to current year presentation.



The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in
the United States of America for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC). Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual
consolidated financial statements and, in the opinion of management, contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company
for the periods indicated. Interim results of operations are not necessarily indicative of the results to be expected for the full year or any other interim periods.



These condensed consolidated financial statements should be read in conjunction with the audited financial statements included in the Annual
Report on Form 10-K for the year ended December 31, 2002, as filed with the SEC.



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Net Loss Per Share



Basic and diluted net loss per share is calculated as follows:



|                                                                     |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                                                                     |  | 2003                             |        |   | 2002                            |  
|Numerator:                                                           |  |                                  |        |   |                                 |  
|Net loss                                                             |  | $                                | (3,866 | ) |                                 | $
|                                                                     |  |                                  |        |   |                                 |  
|Denominator:                                                         |  |                                  |        |   |                                 |  
|Weighted average shares outstanding                                  |  |                                  | 20,106 |   |                                 |  
|Weighted average unvested common shares subject to repurchase        |  |                                  | (6     | ) |                                 |  
|                                                                     |  |                                  |        |   |                                 |  
|Weighted average shares used in basic and diluted net loss per share |  |                                  | 20,100 |   |                                 |  
|                                                                     |  |                                  |        |   |                                 |  
|Net loss per share                                                   |  | $                                | (0.19  | ) |                                 | $
|                                                                     |  |                                  |        |   |                                 |  



During 1999, the Company granted to
certain employees and non-employees, options which were immediately exercisable into common stock, subject to repurchase by the Company until vested. Shares are subject to repurchase at the original option exercise price.



Equity instruments that could dilute basic earnings per share in the future, that were not
included in the computation of diluted earnings per share as their effect is antidilutive, are as follows:



|                                                      |  | September 30,2003 |  | September 30,2002
|----------------------------------------------------- |  | ----------------- |  | -----------------
|Unvested common shares (shares subject to repurchase) |  | 4                 |  | 40               
|Shares issuable upon exercise of stock options        |  | 3,647             |  | 2,617            
|Shares issuable upon exercise of warrants             |  | 569               |  | 569              
|                                                      |  |                   |  |                  
|Total                                                 |  | 4,220             |  | 3,226            
|                                                      |  |                   |  |                  



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Stock Based Compensation



The Company accounts for its stock-based compensation using the method prescribed by APB No. 25. Had the Company determined its stock-based compensation based on the
fair value at the grant dates for the awards under a method prescribed by SFAS No. 123, the Companys net loss would have been increased to the FAS 123 (as amended by SFAS No. 148) adjusted amounts indicated below:



|                                                                                                                |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                                                                                                                |  | 2003                             |        |   | 2002                            |  
|Net loss, as reported                                                                                           |  | $                                | (3,866 | ) |                                 | $
|Add: Stock-based employee compensation expense (benefit) in reported net income                                 |  |                                  | 53     |   |                                 |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                                  | (260   | ) |                                 |  
|                                                                                                                |  |                                  |        |   |                                 |  
|Net lossFAS 123 adjusted                                                                                       |  | $                                | (4,073 | ) |                                 | $
|                                                                                                                |  |                                  |        |   |                                 |  
|Net loss per shareas reported                                                                                  |  |                                  |        |   |                                 |  
|Basic and diluted                                                                                               |  | $                                | (0.19  | ) |                                 | $
|                                                                                                                |  |                                  |        |   |                                 |  
|Net loss per shareFAS 123 adjusted                                                                             |  |                                  |        |   |                                 |  
|Basic and diluted                                                                                               |  | $                                | (0.20  | ) |                                 | $
|                                                                                                                |  |                                  |        |   |                                 |  



Product Warranty



The Company generally warrants its products against defects for a period of one year and
records a liability for such product warranty obligations at the time of sale based upon historical experience. The Company also sells separately priced extended warranties to provide additional warranty coverage and recognizes the related revenue
on a straight-line basis over the extended warranty period, which is generally one to four years. Costs associated with services performed under the extended warranty obligation are expensed as incurred.



Changes in product warranty obligations, including separately priced extended warranty
obligations, for the nine months ended September 30, 2003 are as follows:



|Balance as of December 31, 2002                                          |  | $ | 44  |  
|------------------------------------------------------------------------ |  | - | --- | -
|Add:                                                                     |  |   |     |  
|Accruals for warranties issued                                           |  |   | 56  |  
|Cost incurred under separately priced extended warranty obligations      |  |   |    |  
|Less:                                                                    |  |   |     |  
|Settlements made                                                         |  |   | (35 | )
|Revenue recognized under separately priced extended warranty obligations |  |   | (6  | )
|                                                                         |  |   |     |  
|Balance as of September 30, 2003                                         |  | $ | 59  |  
|                                                                         |  |   |     |  



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Recent Accounting Pronouncements



In May 2003, the FASB issued SFAS No 150. Accounting for Certain Financial Instruments with Characteristics of both Liabilities and
Equity. SFAS No. 150 requires that certain financial instruments, which under previous guidance could be accounted for as equity, be classified as liabilities in the statement of financial position. SFAS 150 is effective for financial
instruments entered into or modified after May 31, 2003. The Company does not expect the adoption of SFAS 150 to have a significant impact on the Companys financial statements.



NOTE 2. Inventories



|                       |  | September 30, 2003 |       | December 31, 2002
|---------------------- |  | ------------------ | ----- | -----------------
|Inventories:           |  |                    |       |                  
|Raw materials          |  | $                  | 694   |                  
|Work-in-process        |  |                    | 177   |                  
|Finished goods         |  |                    | 154   |                  
|                       |  |                    |       |                  
|Total inventories, net |  | $                  | 1,025 |                  
|                       |  |                    |       |                  



NOTE 3. Deferred Stock Compensation



Stock-based compensation included in the Condensed Consolidated
Statements of Operations is as follows:



|                           |  | Three Months Ended September 30, |    |      | Nine Months Ended September 30, |     
|-------------------------- |  | -------------------------------- | -- | ---- | ------------------------------- | ----
|                           |  | 2003                             |    | 2002 |                                 |     
|Cost of goods sold         |  | $                                | 4  |      | $                               | 9   
|Research and development   |  |                                  | 6  |      |                                 | 3   
|Clinical and regulatory    |  |                                  | 34 |      |                                 | 13  
|Sales and marketing        |  |                                  | 8  |      |                                 | 21  
|General and administrative |  |                                  | 1  |      |                                 | (109
|                           |  |                                  |    |      |                                 |     
|                           |  | $                                | 53 |      | $                               | (63 
|                           |  |                                  |    |      |                                 |     



NOTE 4. Contingencies



In June 2001, a civil action was filed against the Company in the United
States District Court, Western District of Kentucky, Louisville Division, alleging that the Plaintiff sustained a vagal nerve injury and damage to his gastrointestinal tract during a Stretta Procedure caused by the defective design and manufacture
of the Companys product. Plaintiffs allegations against the Company include strict liability for a product that was in a defective and unreasonably dangerous condition, negligence in the design and manufacturing of the product, breach of
implied warranty of merchantability, and loss of consortium. Plaintiff was a subject in a randomized clinical trial and had been provided with an approved Informed Consent form and counseling by the physician. Prior to treatment, the subject
provided consent to proceed. Plaintiff is seeking a trial by jury and unspecified damages. Trial date is currently set in August 2004. The Company believes Plaintiffs claim is without merit.



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In June 2002, a civil action was filed against a number of defendants, including the Company, in the Court of Common
Pleas, Philadelphia County, in the State of Pennsylvania, alleging that the Plaintiff sustained injury during a Secca Procedure caused by the device being defective and/or in an unreasonably dangerous condition. Plaintiff was a subject in a clinical
trial and had been provided with an approved Informed Consent form and counseling by the physician. Prior to treatment, the subject provided consent to proceed. Additional defendants include the treating physician, the associated medical institution
who, it is alleged, were medically negligent in treatment of Plaintiff, and the members of the Institutional Review Board who approved the protocol for the clinical trial. Plaintiff has demanded a trial by jury and unspecified damages. Although the
case was moved to the United States District Court for the Eastern District of Pennsylvania, it has since been moved back to State Court on appeal. The Company believes Plaintiffs claim against the Company is without merit.



In April 2003, a civil action was filed against the Company in United States District Court
for the Northern District of California by Federal Insurance Corporation, the Companys insurance carrier, for rescission, reformation, and restitution in connection with the Companys liability insurance policy. This policy covers, among
other things, product liability claims made against the Company by people treated with the Companys product. Because the carrier seeks to rescind the policy, an adverse outcome of this litigation could have a material adverse impact on the
Companys financial position and results of operations, in part due to the June 2002 Pennsylvania suit described above, which is currently being defended by Federal Insurance. The Company believes the claims by Federal Insurance are without
merit and is preparing its defense of the matter.



The above matters are
pending and the Company cannot predict whether they will, individually or collectively, have a material effect on its business, financial position, results of operations or cash flows.



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|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------



The following discussion should be read in conjunction with the attached financial statements and notes thereto, and with our audited
financial statements and notes thereto for the fiscal year ended December 31, 2002.



This quarterly report, including the following sections, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements relating to our expectations as to
the timing of new distributor and product introductions, the timing and extent of clinical trial efforts, our ability to maintain current and planned operations through at least the next twelve months without raising additional funds and the
availability of funding, if needed. These forward-looking statements involve risks and uncertainties. The cautionary statements set forth below and those contained in Factors That May Affect Future Results, commencing on page 15,
identify important factors that could cause actual results to differ materially from those predicted in any such forward-looking statements. Such factors include, but are not limited to, failure to obtain regulatory approvals as anticipated, a
slower rate of market acceptance of our products than expected, increased competition, continued adverse changes in general economic conditions in the United States and internationally, including adverse changes in the specific markets for our
products, adverse changes in customer order patterns, pricing pressures, risks associated with foreign operations, failure to reduce costs or improve operating efficiencies, and our ability to attract, hire and retain key and qualified employees.



Overview



Curon Medical, Inc was incorporated in Delaware in May 1997. We develop, manufacture and market innovative proprietary products for the
treatment of gastrointestinal disorders. Our products consist of radiofrequency generators and single-use disposable devices for use with our radiofrequency generators.



Our first product, the Stretta® System, received United States Food and Drug Administration (FDA) clearance in April 2000 for the treatment of gastroesophageal reflux
disease, or GERD, which affects approximately 14 million U.S. adults on a daily basis. In patients with GERD, acidic stomach contents reflux backward from the stomach into the esophagus, causing a wide range of symptoms and complications, including,
most commonly, persistent heartburn and chest pain. Unlike medication, which temporarily suppresses GERD symptoms, our Stretta System applies radiofrequency energy to treat the causes of GERD. Our Stretta System consists of a disposable catheter
with needle electrodes and our Stretta control module, which is a radiofrequency energy generator. Using the Stretta System, the physician delivers temperature-controlled radiofrequency energy to the muscle of the lower esophageal sphincter and
upper portion of the stomach. The delivery of this energy creates thermal lesions that reabsorb over time causing tissue contraction. Clinical studies have shown a significant reduction in GERD symptom scores, esophageal acid exposure, and use of
anti-secretory medications following treatment with the Stretta System.



Our
second product, the Secca® System,is a radiofrequency energy-based system for treatment of fecal incontinence. Fecal incontinence is caused by damage to the anal
sphincter from childbirth, surgery, neurological disease, injury or age, and affects up to 16 million adults in the United States. The Secca System consists of a disposable handpiece with needle electrodes and the Secca control module, which is a
radiofrequency energy generator. Using the Secca System, physicians deliver radiofrequency energy to the muscle of the anal canal. Clinical studies have shown a reduction in fecal incontinence symptoms and improvement in quality of life following
treatment with the Secca System. In March 2002, we received 510(k) clearance from the FDA to market the Secca System for the treatment of fecal incontinence in patients who have failed more conservative therapies such as diet modification and
biofeedback. In June 2002, we started a limited commercial release of the Secca System and, in June 2003, we launched the Secca System on a full commercial basis.



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We market the Stretta System, as an alternative to anti-reflux surgery, primarily to high volume gastroenterologists and
general surgeons who actively perform endoscopy. In the United States, we estimate that there are approximately 4,000 general surgeons and 9,000 gastroenterologists who actively perform endoscopy. We market the Secca System primarily to colon and
rectal surgeons and to those general surgeons who perform colorectal surgery. We estimate that there are approximately 1,000 colon and rectal surgeons and approximately 2,000 general surgeons who perform colorectal surgery in the United States.



In addition to a direct sales force, in the second quarter of 2003 we added a
new sales channel by engaging 10 Manufacturer Representative firms, which have added 37 salespeople to sell and market our products, on a part time basis, across the United States.



Our Stretta System has also received European, Australian and Canadian regulatory approval, and our Secca System has also received
regulatory approval in Europe. We incorporated a subsidiary company in Belgium in March 2001 to manage distribution of our products in Europe, the Middle East and Africa. In March 2003, we entered into an agreement with a distributor for the Far
East, giving us representation in the countries of the Peoples Republic of China, Taiwan, Hong Kong, South Korea, Singapore, Malaysia, Indonesia, Vietnam, Thailand, India and the Philippines. To date, we have international distribution agreements
for the Stretta System in 17 European and Middle Eastern countries and in South Africa. The Secca System will also be sold through distributors in Europe. The first European Secca Procedures were performed in Germany, Denmark and Italy in March
2002, as part of our clinical trials. The first commercial European Secca procedure was performed in March 2003.



The American Medical Association recently issued a Category III CPT code for the Stretta procedure to take effect January 1, 2004, which will make it easier for
physicians to code for the procedure from that date, and a CPT I code will be published in July 2004 to take effect in January 2005.



RESULTS OF OPERATIONS



Periods of three and nine months ended September 30, 2003 and 2002.



Revenues



Revenues for the
quarter ended September 30, 2003 were $783,000, compared to $746,000 for the same quarter in 2002. Stretta System products accounted for 89% and Secca System products 11% of the quarters revenues. In the third quarter of 2002, Stretta System
products accounted for 93%, and Secca System products were 7% of the quarters revenues. The Stretta Control Module and Catheter accounted for 42% and 55%, respectively, of the Stretta product line sales for the quarter ended September 30,
2003, compared to 45% and 52%, respectively, for the same period in 2002. International sales accounted for $70,000 in the quarter ended September 30, 2003, compared to $88,000 in the same quarter of 2002. Revenues for the nine months ended
September 30, 2003 were $2.4 million, compared to $2.6 million for the same period in 2002. The decrease in revenues for the nine months ending September 30, 2003, as compared to the same period in 2002, was primarily due to our ongoing challenges
in receiving favorable coverage decisions from both public and private carriers on a state-by-state basis for the Stretta procedure. Stretta System products accounted for 90% and Secca System products 10% of the revenues for the nine months ended
September 30, 2003, as compared to 96% and 4%, respectively, for the same period in 2002. The Stretta Control Module and Catheter accounted for 43% and 54%, respectively, of the Stretta product line sales for the nine months ended September 30,
2003, as compared to 52% and 44%, respectively, for the same period in 2002. International sales accounted for $200,000 in the nine months ended September 30, 2003, compared to $319,000 for the same period in 2002. The international sales in 2002
are higher due to the sale of demonstration equipment to new distributors during that year.



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Cost of goods sold



Our costs of goods sold represent the cost of producing generators and disposable devices. We also license a technology used in the
generators we sell, and are required to pay licensing fees based on the sales price of the units. We believe that there are alternative technologies that could be utilized should we choose to do so. Cost of goods sold was $1.2 million in the quarter
ended September 30, 2003, and $1.0 million for the same period in 2002. For the nine months ended September 30, 2003, cost of goods sold was $3.2 million, and $3.1 for the same period in 2002. Our sales have not yet reached a level that would absorb
our manufacturing capacity to the extent that we would experience positive gross profit. For the quarter and nine months ended September 30, 2003, cost of goods sold increased due to costs associated with our move to new facilities, as compared to
the same periods in 2002. For the nine months ended September 30, 2002, $235,000 of excess manufacturing capacity was used to support Secca Pilot manufacturing, prior to product commercialization in September 2002. This manufacturing spending was
therefore charged to research and development, as compared to the same periods in 2003, when all manufacturing spending was directly related to production or production capacity.



Research and development expenses



Research and development expenses consist primarily of personnel costs, professional services, patent application and maintenance costs, materials, supplies and
equipment. Research and development expenses were $490,000 in the quarter ended September 30, 2003, and $630,000 for the same period in 2002. Expenses were lower in the quarter ended September 30, 2003, as compared to the same period in 2002, due
primarily to patent spending decreases of $78,000 and cost reduction strategies including the outsourcing of development machine shop work. For the nine months ended September 30, 2003, research and development expenses were $1.4 million, and $2.3
million for the same period in 2002. Expenses were lower in the first nine months of 2003, as compared to the same period in 2002, due primarily to $235,000 of Secca pilot manufacturing expensed in 2002, patent spending decreases of $285,000 and
cost reduction strategies. In the quarter ended September 30, 2002, research and development personnel were reduced from ten to seven and the related termination costs paid were $83,000.



Clinical and regulatory expenses



Clinical and regulatory expenses consist primarily of expenses associated with the costs of
clinical trials, clinical support personnel, the collection and analysis of the results of these trials, and the costs of submission of the results to the FDA. Clinical and regulatory expenses were $470,000 in the quarter ended September 30, 2003,
and $491,000 for the same period in 2002. For the nine months ended September 30, 2003, clinical and regulatory expenses were $1.1 million, and $1.3 million for the same period in 2002. Cost reduction strategies and reduced clinical trial activity
have reduced expenses in the quarter and nine months ended September 30, 2003, as compared to the same periods in 2002. Clinical efforts on the Secca randomized trial began in May 2002, and the related spending was limited during the first two
quarters of 2003, but in the quarter ended September 30, 2003, clinical trial expenses exceeded the same quarter in 2002 by $63,000. During the quarter ended September 30, 2002, clinical personnel were reduced from four to three and the related
termination costs paid were $13,000.



Sales and marketing expenses



Sales and marketing expenses consist of personnel related costs,
advertising, public relations and attendance at selected medical conferences. Sales and marketing expenses were $1.7 million in both quarters ended September 30, 2003 and 2002. For the nine months ended September 30, 2003, sales and marketing
expenses were $4.9 million and $5.6 million for the same period in 2002. Cost reduction strategies have reduced expenses in the quarter and nine months ended September 30, 2003, as compared to the same periods in 2002. During the quarter ended
September 30, 2002, sales and marketing personnel were reduced from 28 to 26 and the related termination costs paid were $147,000.



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General and administrative expenses



General and administrative expenses consist primarily of the cost of corporate operations and personnel, legal, accounting and other general
operating expenses of our company. General and administrative expenses were $865,000 in the quarter ended September 30, 2003, and $1.2 million for the same period in 2002. For the quarter ended September 30, 2003, amortization of stock-based
compensation was $1,000, and was a benefit of 109,000 for the same period in 2002. For the nine months ended September 30, 2003, general and administrative expenses were $2.6 million, and $3.2 million for the same period in 2002. For the nine months
ended September 30, 2003, amortization of stock-based compensation was $7,000, and $77,000 for the same period in 2002. We have similarly implemented cost reduction strategies in the general and administrative area, but decreased spending has been
offset by expense increases for the relocation of our new CEO, in the amount of $225,000 for the nine months ended September 30, 2003. During the quarter ended September 30, 2002, general and administrative personnel were reduced from nine to seven
and the related termination costs paid were $555,000.



Interest Income, net



During the quarter ended
September 30, 2003, compared to the quarter ended September 30, 2002, net interest income decreased by $107,000. For the nine months ended September 30, 2003, compared to the same period in 2002, net interest income decreased by $427,000. The
decrease was due to a cash and investment decrease of approximately $13.9 million, and a decrease in investment yields from approximately 2.2% to 1.5%. Interest expense was not material for any period presented.



LIQUIDITY AND CAPITAL RESOURCES



At September 30, 2003, we had $14.6 million in working capital and our primary source of
liquidity was $13.7 million in cash and cash equivalents and marketable securities, compared to $24.8 million and $23.0 million as of December 31, 2002, respectively, with an additional $528,000 invested in long-term securities at that date. We
intend to finance our operations primarily through our cash and cash equivalents, marketable securities, future financing and future revenues. We believe, if our revenues increase and we maintain our control over operating costs, we have enough cash
to fund operations for at least twelve months, and that alternative financing is available, if needed, however, there can be no assurance that such efforts will succeed or that sufficient funds will be made available. If we are unable to raise
additional funds, we may have to substantially reduce our operations to conserve working capital.



Cash used in operating activities was $9.2 million in the nine month period ended September 30, 2003, and $11.1 million for the same period in 2002. Our loss for the first nine months of 2003 was $10.7 million,
compared to a loss of $12.2 million for the same period in 2002. Due to various cost reduction strategies, our operating expenses for the nine months ended September 30, 2003 have decreased by $2.3 million, as compared to the same period in 2002,
and this cash savings was offset by the decrease in interest income of $427,000 and a decrease in sales of $202,000 over the same periods.



Cash provided by investing activities was $7.8 million in the nine months ended September 30, 2003, which consisted primarily of proceeds from net maturities and sales of
marketable securities, reduced by investment in property and equipment of $496,000. As of September 30, 2003, we had no material commitments for capital expenditures. For the nine months ended September 30, 2002, net cash provided by investing
activities was $12.0 million, which consisted primarily of proceeds from net maturities and sales of marketable securities, reduced by investment in property and equipment of $259,000.



Cash provided by financing activities was $142,000 in the nine months ended September 30, 2003, related to the financing of our business
insurance in the amount of $309,000 and sales of stock through employee stock compensation plans of $51,000, offset by payments of notes payable in the amount of $218,000. For the same period in 2002, cash provided by financing activities was
$25,000, primarily related to sales of stock in the amount of $176,000 and net proceeds from notes receivable of $88,000 offset by net payments on notes payable of $122,000. In the nine months ended September 30, 2002, we also used $117,000 of cash
for purchase of treasury stock.



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We lease office, research and development, and manufacturing space under a noncancelable operating lease expiring in
October 2006. Future minimum payments under this lease are as follows:



|Remainder of 2003                   |  | $ |     
|----------------------------------- |  | - | -----
|2004                                |  |   | 309  
|2005                                |  |   | 377  
|2006                                |  |   | 318  
|                                    |  |   |      
|Total future minimum lease payments |  | $ | 1,004
|                                    |  |   |      



We expect, if our revenues increase
and we maintain our control over operating costs, our existing capital resources and interest income will enable us to maintain current and planned operations through at least the next twelve months. In the event that we require additional funding
at any point in the future, we will seek to raise such additional funding from various possible sources, including the public equity market, private financings, collaborative arrangements and debt.



In August 2002, we announced that our Board of Directors had authorized a stock repurchase
program permitting the purchase of up to 1,000,000 shares of our Common Stock in open market transactions at prices deemed appropriate by management, and administered pursuant to Rule 10b-18 of the Securities Exchange Act of 1934. We have not
repurchased any shares in 2003.



Recent Accounting Pronouncements



In May 2003, the FASB issued SFAS No 150. Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 requires that certain financial instruments, which under previous guidance could be accounted for as equity, be classified as liabilities in the statement
of financial position. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003. We do not expect the adoption of SFAS 150 to have a significant impact on our financial statements.



Factors That May Affect Future Results



We may never achieve or maintain significant revenues or profitability.



We have only a limited operating history upon which you can evaluate our business. We
have incurred losses every year since we began operations. In particular, we incurred net losses of $15.4 million in 2002, $15.4 million in 2001, $15.8 million in 2000, and $10.7 million for the nine months ended September 30, 2003. As of September
30, 2003, we had an accumulated deficit of approximately $74.4 million. To date, we have generated limited revenues. Our revenues are, and will be, derived from the sale of radiofrequency generators and our disposable devices, such as the Stretta
Catheter and Secca Handpiece, however sales of our products have been below our expectations and it is possible that we will never generate significant revenues from product sales. Even if we do achieve significant revenues from our product sales,
we expect to incur significant net losses for the foreseeable future and these losses may increase. It is possible that we will never achieve profitable operations.



Within the next year, we anticipate that we will raise additional funds for operations, the terms of which may not be favorable to our
stockholders.



Unless we reduce our costs and/or increase our revenues in
the near future, within the next year we anticipate that we will raise additional funds for company operations through the issuance of equity or debt securities, or a combination thereof, in the public or private markets. Additional financing may
not be available, or if available, may not be on favorable terms. The availability of financing will depend, in part, on market conditions. Any future equity financing would likely result in dilution to our stockholders. If we raise additional funds
by issuing debt, we may be subject to limitations on our operations, through debt covenants or other restrictions.



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If we are unable to raise additional funds, we may have to substantially reduce our operations to conserve working
capital, which could result in our auditors issuing an opinion containing a going-concern explanatory paragraph. Such an opinion could affect our ability to continue to do business, as our vendors and customers may be uncertain as to our continued
operations and viability. In addition, our stock price may be negatively impacted.



If health care providers are not adequately reimbursed for the procedures, which use our products, or for the products themselves, we may never achieve significant revenues.



Domestic disposable sales continue to lag, primarily due to difficulties encountered by our
physician customers in easily obtaining reimbursement for the Stretta procedure on a case-by-case basis. Our strategies of pursuing state-by-state and also selected national reimbursement coverage, focusing on promoting repeat catheter sales and
incorporating technical improvements to our systems to reduce treatment times are designed to address these issues and we expect that our revenue from disposables will increase on implementation, but there can be no assurance that this will occur.



Curon has been actively seeking positive coverage decisions from Medicare and
private payers to reimburse physicians, hospitals and other health care providers for procedures using our products. Recently, the American Medical Association issued a Category III CPT code for the Stretta procedure to take effect on January 1,
2004 and will publish a CPT I code in July 2004 to take effect on January 1, 2005. In conjunction with the RUC review of costs that occurred in October 2003, this will allow claims to be made more easily and with specified reimbursement rates. There
is, however, no assurance that local Medicare or private payers will choose to pay for this procedure. Physicians, hospitals and other health care providers are unlikely to purchase our products if they are not adequately reimbursed for the Stretta
Procedure or the products. In the last nine months Curon has received six positive coverage decisions from State Medicare organizations, one private payer national coverage decision and a number of private payer state coverage decisions. Some payers
may refuse adequate reimbursement even though significant peer-reviewed data has been published. If users of our products cannot obtain sufficient reimbursement from health care payers for the Stretta Procedure or the Stretta System disposables,
then it is unlikely that our products will ever achieve increased market acceptance. The Secca Procedure has not yet received any coding decision and there is little data yet regarding the willingness of third-party health care payers to reimburse
the costs of the procedure. We cannot assure you that the procedure will ever be reimbursed. Failure to achieve reimbursement will have a serious negative effect on our revenues.



Reimbursement from third-party health care payers is uncertain due to factors beyond our control and changes in third-party health care
payers policies could adversely affect our sales growth.



Even if
third-party payers provide adequate reimbursement for the Stretta Procedure, adverse changes in third-party payers policies toward reimbursement could preclude market acceptance for our products and have a material adverse effect on our sales
and revenue growth. We are unable to predict what changes will be made in the reimbursement methods used by third-party health care payers.



For example, some health care payers are moving toward a managed care system in which providers contract to provide comprehensive health care for a fixed cost per person.
We cannot assure you that in a prospective payment system, which is used in many managed care systems, the cost of our products will be incorporated into the overall payment for the procedure or that there will be adequate reimbursement for our
products separate from reimbursement for the procedure.



Internationally,
market acceptance of our products will be dependent upon the availability of adequate reimbursement within prevailing health care payment systems. Reimbursement and health care payment systems in international markets vary significantly by country
and include both government-sponsored health care and private insurance. Although we are seeking international reimbursement approvals, we cannot assure you that any such approvals will be obtained in a timely manner or at all. If foreign
third-party payers do not adequately reimburse providers for the Stretta Procedure and the products used with it, then our sales and revenue growth may be limited.



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If we fail to take adequate action to remedy problems that have adversely affected our sales and marketing efforts our
future performance may be harmed.



In the past, we became aware of some
issues that negatively impacted our earnings. For example, we learned that it is time consuming to obtain purchase commitments for our products because of the number of individuals at hospitals who need to approve the purchase. As a result, we
changed our sales and marketing models to more effectively address this issue. We also became aware of misinformation in the marketplace regarding past adverse events associated with our procedure. In response, we dedicated resources to educating
physicians regarding the use of our products to combat this misinformation. Our efforts to rectify these situations may not be sufficient to materially improve our earnings. In addition, the cost of our efforts in addressing these matters diverts
resources that could be allocated towards other efforts at increasing revenues. In the future, we may experience similar problems and if we are unable to take appropriate action, our results of operations and our financial performance will be
harmed.



If physicians do not adopt our products, we will not achieve future
sales growth.



To achieve increasing sales, our products must continue to
gain recognition and adoption by physicians who treat gastrointestinal disorders. Our products represent a significant departure from conventional treatment methods. We believe that physicians will not adopt our systems unless they determine, based
on published peer-reviewed journal articles, long-term clinical data and their professional experience, that our systems provide an effective and attractive alternative to conventional means of treatment. Currently, there are 17 peer-reviewed
journal articles on the Stretta Procedure, including the results of our Stretta randomized trial, and two peer-reviewed journal articles on the Secca Procedure. Physicians are traditionally slow to adopt new products and treatment practices, partly
because of perceived liability risks and uncertainty of third-party reimbursement. Future adverse events or recalls would also impact future acceptance rates. Additionally, some of our customers and potential customers also find the 45 minutes
necessary to perform a Stretta procedure to be a limiting issue, as their endoscopy unit schedule is typically dominated by short diagnostic procedures. If we cannot achieve increasing physician adoption rates of our products, we may never achieve
significant revenues or profitability.



If the effectiveness and safety of
our products are not supported by long-term data, our sales could decline and we could be subject to liability.



If we do not produce clinical data supported by the independent efforts of clinicians, our products may never be accepted. We received clearance from the FDA for the use
of the Stretta System to treat GERD based upon the study of 47 patients. Safety and efficacy data presented to the FDA for the Stretta System was based on six-month follow-up studies on 44 of these patients. Although the twelve-month follow-up data
supports the six-month data, we may find that data from longer-term patient follow-up studies is inconsistent with those indicated by our relatively short-term data. However, if longer-term patient studies or clinical experience indicate that
treatment with the Stretta System does not provide patients with sustained benefits or that treatment with our product is less effective or less safe than our current data suggests, our sales could decline and we could be subject to significant
liability. Further, we may find that our data is not substantiated in studies involving more patients, in which case we may never achieve significant revenues or profitability.



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We received clearance from the FDA for the use of the Secca System to treat fecal incontinence, for patients who have
failed more conservative treatments such as diet modification or biofeedback. This clearance was based upon the study of 50 patients. Safety and efficacy data presented to the FDA for the Secca System was based on six-month follow-up studies on
these patients. However, if longer-term patient studies or clinical experience indicate that treatment with the Secca System does not provide patients with sustained benefits or that treatment with our product is less effective or less safe than our
current data suggests, our sales could decline and we could be subject to significant liability. Further, we may find that our data is not substantiated in studies involving more patients, in which case we may never achieve significant revenues or
profitability. If patient studies or clinical experience do not meet our expectations regarding the benefits of the Secca System, our expected revenues from this product may never materialize.



Any failure in our physician education efforts could significantly reduce product sales.



It is important to the success of our sales efforts to educate physicians
in the techniques of using our products. We rely on physicians to spend their time and money to attend pre-sale educational sessions. Positive results using the Stretta and Secca Systems are highly dependent upon proper physician technique. If
physicians use either system improperly, they may have unsatisfactory patient outcomes or cause patient injury, which may give rise to negative publicity or lawsuits against us, any of which could have a material adverse effect on our sales and
profitability.



Because we have only recently shifted our marketing strategy
to reposition the Stretta product as an alternative to anti-reflux surgery, targeting surgeons in addition to gastroenterologists, we cannot predict the effect this shift will have on our future sales.



Because we are a young company, we are determining how best to market our Stretta System. We
initially focused our marketing efforts toward gastroenterologists, but have recently shifted toward selling to general surgeons. There can be no assurance that this will result in increased sales.



We face competition from more established GERD treatments and from competitors with
greater resources, which will make it difficult for us to achieve significant market penetration.



Companies that have well-established products, reputations and resources dominate the market for the treatment of GERD. Our primary competitors are large medical device manufacturers such as Ethicon Endosurgical and
United States Surgical, manufacturers of instrumentation for anti-reflux surgery, and C.R. Bard, which manufactures an endoscopic sewing device for GERD. Other large, established companies have products that may, in the future, provide competition
for the Stretta Procedure. These include injectable products for the treatment of GERD, one developed by Boston Scientific, which has a recently been approved by the FDA, and another developed by Medtronic, which is still at an experimental stage.
Other competitive devices may be developed.



These larger companies enjoy
several competitive advantages over us, which may include:



| |  | Existing anti-reflux surgical procedures and devices for the treatment of GERD;
| | - | -------------------------------------------------------------------------------



| |  | Established reputations within the surgical and gastroenterological community;
| | - | ------------------------------------------------------------------------------



| |  | Established distribution networks that permit these companies to introduce new products and have such products accepted by the physician community promptly;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Established relationships with health care providers and payers that can be used to facilitate reimbursement for new treatments; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| |  | Greater resources for product development and sales and marketing.
| | - | ------------------------------------------------------------------



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We do not feel that we compete directly with large pharmaceutical companies, such as AstraZeneca, Takeda Abbott
Pharmaceutical, Wyeth Laboratories and Eisai, because candidate patients for Stretta have, by definition, failed, or only partially responded to, drug therapy. However, these companies have an established relationship with the gastroenterology
community and generate over $6 billion in annual U.S. revenues from the proton pump inhibitor drug class. We could be adversely affected if one or more pharmaceutical companies elects to market aggressively against our product, or if a new, more
effective, pharmaceutical product is developed. For example, AstraZeneca has developed a new proton pump inhibitor, Nexium, for the treatment of GERD, which doctors may prescribe in lieu of recommending the Stretta Procedure. Further, less
expensive, generic drugs have been introduced to treat GERD as AstraZenecas patent for Prilosec, the leading prescription medication for the treatment of GERD, expired in 2001. Prilosec is also now available over the counter.



We have limited sales and marketing experience, and failure to build and manage our sales
force or to market and distribute our products effectively will hurt our revenues and profits.



We have limited sales and marketing experience. As of September 30, 2003, we relied on eight direct sales employees to sell our Stretta System in the United States. In the quarter ended June 30, 2003, we added a new
sales channel by engaging 10 Manufacturers Representative firms, which added 37 salespeople to sell and market our products across the United States. The success of this new sales channel will depend upon a number of factors, many of which are
beyond our control, including the willingness of such distributors to prioritize the sale of our products, and their effectiveness in such sales efforts. We have also hired additional senior sales staff to manage these distributors, which will
increase our operating expenses.



Since we have only recently launched the
Secca System, our sales force has little experience marketing the product, and we cannot predict how successful they will be in selling the product. There are significant risks involved in building and managing our sales force and marketing our
products, including our:



| |  | Inability to hire a sufficient number of qualified sales people with the skills and understanding to sell the Stretta and Secca Systems effectively;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Failure to adequately train our sales force in the use and benefits of our products, making them less effective promoters; and
| | - | ------------------------------------------------------------------------------------------------------------------------------



| |  | Failure to accurately price our products as attractive alternatives to conventional treatments.
| | - | -----------------------------------------------------------------------------------------------



Our failure to adequately address these risks will harm our ability to sell our products.



Internationally, we rely on third-party distributors to sell our products, and we cannot
assure you that these distributors will commit the necessary resources to effectively market and sell our products.



Internationally, we rely on a network of distributors to sell our products. We depend on these distributors in such markets and we will need to attract additional
distributors to grow our business and expand the territories into which we sell our products. Distributors may not commit the necessary resources to market and sell our products to the level of our expectations. If current or future distributors do
not perform adequately, we may not realize expected international revenue growth.



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We have limited experience manufacturing our products in commercial quantities, which could adversely impact the rate
at which we grow.



Because we have only limited experience in
manufacturing our products in commercial quantities, we may encounter unforeseen situations that would result in delays or shortfalls. For example, in December 2000, we voluntarily withdrew certain of our catheters from the market because of
manufacturing issues. In February 2003, we voluntarily recalled a limited number of our catheters, which contained non-conforming material. This material formed part of the catheter shaft and showed a tendency to degrade over time. The problem was
identified, corrected, and the outside vendor was changed. If the material were to fail during use, there would be a remote possibility of superficial injury to the patients esophageal or pharyngeal lining. No injuries have been reported and
all unused catheters in the affected lots have been recovered.



We may
encounter difficulties and delays in manufacturing our products for the following additional reasons:



| |  | We have limited experience manufacturing our products in compliance with the FDAs Quality System Regulation;
| | - | -------------------------------------------------------------------------------------------------------------



| |  | Some of the electronic components used for manufacturing our products could become obsolete and require a design modification and qualification to accommodate any change in
materials;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We have one supply source for the peristaltic pump and would need time to locate and qualify a new pump supplier;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | Some of the components and materials necessary for manufacturing our products are currently provided by a single and/or sole supplier; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| |  | To increase our manufacturing output significantly, we will have to attract and retain qualified employees for assembly and testing operations.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



In August 2003, we relocated to new facilities in Fremont, California. Although we believe
that these new manufacturing facilities are adequate to support our commercial manufacturing activities for the foreseeable future, we may be required to expand our manufacturing facilities to begin large-scale manufacturing. We cannot provide any
assurance that we will be able to establish high volume manufacturing or, if established, that we will be able to manufacture our products in high volumes with commercially acceptable yields. If we are unable to provide customers with high-quality
products in a timely manner, we may not be able to achieve market acceptance for our Stretta or Secca Systems. Our inability to successfully manufacture or commercialize our devices could have a material adverse effect on our product sales.



If we lose our relationship with any individual suppliers of product
components, we will face regulatory requirements with regard to replacement suppliers that could delay the manufacture of our products.



Third-party suppliers provide materials and components used in our products. If these suppliers become unwilling or unable to supply us with our requirements, replacement
or alternative sources might not be readily obtainable due to regulatory requirements applicable to our manufacturing operations. Obtaining components from a new supplier may require a new or supplemental filing with applicable regulatory
authorities and clearance or approval of the filing before we could resume product sales. This process may take a substantial period of time, and we cannot assure you that we would be able to obtain the necessary regulatory clearance or approval.
This could create supply disruptions that would reduce our product sales and revenue.



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If our suppliers or we fail to comply with the FDA quality system regulation, manufacturing operations could be
delayed and our business could be harmed.



Our manufacturing processes are
required to comply with the quality system regulation, or QSR, which covers the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging and shipping of our products. The FDA enforces the QSR
through inspections. Our first QSR inspection was in March 2001, and we recently were inspected in July 2003. There were no significant findings from either inspection. If we fail any future QSR inspections, our operations could be disrupted and our
manufacturing delayed. Failure to take corrective action in response to a QSR inspection could force a shut-down of our manufacturing operations and a recall of our products, which would have a material adverse effect on our product sales, revenues,
and expected revenues and profitability. Furthermore, we cannot assure you that our key component suppliers are, or will continue to be, in compliance with applicable regulatory requirements, will not encounter any manufacturing difficulties, or
will be able to maintain compliance with regulatory requirements. Any such event could have a material adverse effect on our available inventory and product sales.



Our failure to obtain or maintain necessary FDA clearances or approvals could hurt our ability to commercially distribute and market our
products in the United States.



Our products are considered medical
devices and are subject to extensive regulation in the United States and in foreign countries where we intend to do business. Unless an exemption applies, each medical device that we wish to market in the United States must first receive either
510(k) clearance or premarket approval from the FDA. Either process can be lengthy and expensive. The FDAs 510(k) clearance process usually takes from four to twelve months, but may take longer. The premarket application (PMA)
approval process is much more costly, lengthy and uncertain. It generally takes from one to three years or even longer. Delays in obtaining regulatory clearance or approval will adversely affect our revenues and profitability.



Although we have obtained 510(k) clearance for both the Stretta System, for use in treating
GERD, and the Secca System, for treatment of fecal incontinence in patients who have failed more conservative therapies such as diet modification and biofeedback, our clearance can be revoked if postmarketing data demonstrates safety issues or lack
of effectiveness. Moreover, we will need to obtain 510(k) clearance or PMA approval to market any other new products. We cannot assure you that the FDA will not impose the more burdensome PMA approval process upon this technology in the future. More
generally, we cannot assure you that the FDA will ever grant 510(k) clearance or premarket approval for any product we propose to market. If the FDA withdraws or refuses to grant approvals, we will be unable to market such products in the United
States.



If we market our products for uses that the FDA has not approved,
we could be subject to FDA enforcement action.



Our Stretta and Secca
Systems are cleared by the FDA; the Stretta System for the treatment of GERD and the Secca System for the treatment of fecal incontinence in patients who have failed more conservative therapies such as diet modification and biofeedback. FDA
regulations prohibit us from promoting or advertising either system, or any future cleared or approved devices, for uses not within the scope of our clearances or approvals, and prohibit us from making unsupported safety and effectiveness claims.
These determinations can be subjective, and the FDA may disagree with our promotional claims. If the FDA requires us to revise our promotional claims or takes enforcement action against us based upon our labeling and promotional materials, our sales
could be delayed, our profitability could be harmed and we could be required to pay significant fines or penalties.



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Modifications to our marketed devices may require new 510(k) clearances or PMA approvals or require us to cease
marketing or recall the modified devices until such clearances are obtained.



Any modification to an FDA 510(k)-cleared device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, requires a new FDA 510(k) clearance or, possibly, PMA approval. The
FDA requires every manufacturer to make this determination in the first instance, but the FDA can review any such decision. We have modified aspects of our Stretta System, but we believe that new 510(k) clearances are not required. We may modify
future products after they have received clearance or approval, and, in appropriate circumstances, we may determine that new clearance or approval is unnecessary. We cannot assure you that the FDA would agree with any of our decisions not to seek
new clearance or approval. If the FDA requires us to seek 510(k) clearance or PMA approval for any modification to a previously cleared product, we also may be required to cease marketing or recall the modified device until we obtain such clearance
or approval. Also, in such circumstances, we may be subject to significant regulatory fines or penalties.



Complying with FDA and other regulations is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.



Our products are medical devices that are subject to extensive regulation. FDA regulations
are wide-ranging and govern, among other things:



| |  | Product design, development, manufacture and testing;
| | - | -----------------------------------------------------



| |  | Product labeling;
| | - | -----------------



| |  | Product storage;
| | - | ----------------



| |  | Premarket clearance or approval;
| | - | --------------------------------



| |  | Advertising and promotion; and
| | - | ------------------------------



| |  | Product sales and distribution.
| | - | -------------------------------



Noncompliance with applicable regulatory requirements can result in enforcement action, which may include recalling products, ceasing product marketing, paying
significant fines, and penalties, and similar FDA actions which could limit product sales, delay product shipment, and adversely affect our profitability.



We face risks related to our international operations, including the need to obtain necessary foreign regulatory approvals.



To date we have international distribution agreements for Europe, Asia, and South Africa. To
successfully market our products internationally, we must address many issues with which we have little or no experience. We have obtained regulatory clearance to market the Stretta System in the European Union, Australia and Canada and to market
the Secca System in the European Union, but we have not obtained any other international regulatory approvals for other markets or products. We cannot assure you that we will be able to obtain or maintain such approvals. Furthermore, although
contracts already signed with European distributors specify payment in U.S. dollars, future international sales may be made in currencies other than the U.S. dollar. As a result, currency fluctuations may impact the demand for our products in
countries where the U.S. dollar has increased compared to the local currency. Engaging in international business involves the following additional risks:



| |  | Export restrictions, tariff and trade regulations, and foreign tax laws;
| | - | ------------------------------------------------------------------------



| |  | Customs duties, export quotas or other trade restrictions;
| | - | ----------------------------------------------------------



| |  | Economic or political instability;
| | - | ----------------------------------



| |  | Shipping delays; and
| | - | --------------------



| |  | Longer payment cycles.
| | - | ----------------------



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In addition, contracts may be difficult to enforce and receivables difficult to collect through a foreign countrys
legal system, and the protection of intellectual property in foreign countries may be more difficult to enforce. Once we begin selling our products internationally, any of these factors could cause our international sales to decline, which would
impact our expected sales and growth rates.



Product liability suits against
us may result in expensive and time-consuming litigation, payment of substantial damages and an increase in our insurance rates.



The development, manufacture and sale of medical products involves a significant risk of product liability claims. The use of any of our products may expose us to
liability claims, which could divert managements attention from our core business, be expensive to defend, and result in substantial damage awards against us. For example, we are currently a party to two product liability lawsuits where there
are allegations that our products are defectively designed and that we were negligent in manufacturing our products.



We maintain product liability insurance at coverage levels we believe to be commercially acceptable, and we re-evaluate annually whether we need to obtain additional
product liability insurance. However there can be no assurance that product liability or other claims will not exceed such insurance coverage limits or that such insurance will continue to be available on the same or substantially similar terms, or
at all. Our product liability insurance carrier has filed a civil action against us asking for recision of coverage as it relates to one of our product liability lawsuits. Any product liabilities claims brought against us, with or without merit,
could increase our product liability insurance rates or prevent us from securing any coverage in the future. If the carriers suit is successful, we could be required to pay any judgment rendered against us in, or any amounts in settlement of,
the underlying product liability action, without the aid of insurance.



We
have limited protection for our intellectual property. If our intellectual property does not sufficiently protect our products, third parties will be able to compete against us more directly and more effectively.



As of September 30, 2003, we had 51 issued or allowed U.S. patents and 34 pending U.S.
patent applications; this includes 22 issued U.S. patents and 15 pending U.S. patent applications licensed in from third-parties. In addition, as of September 30, 2003, we had seven patent applications pending in the European Patent Office and two
patent applications pending in the Japanese Patent office. Curon owns all of these filings. We rely on patent, copyright, trade secret and trademark laws to protect our products, including our Stretta Catheter, our Secca Handpiece and our Curon
Control Module, from being duplicated by competitors. However, these laws afford only limited protection. Our patent applications and the notices of allowance we have received may not issue as patents or, if issued, may not issue in a form that will
be advantageous to us. Patents we have obtained and may obtain in the future may be challenged, invalidated or legally circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or
other trade secrets by consultants, vendors, former employees or current employees, despite the existence of nondisclosure and confidentiality agreements and other contractual restrictions. Furthermore, the laws of foreign countries may not protect
our intellectual property rights to the same extent as the laws of the United States. If our intellectual property rights do not adequately protect our commercial products, our competitors could develop new products or enhance existing products to
compete more directly and effectively with us and harm our product sales and market position.



Because, in the United States, patent applications are secret unless and until issued as patents, or corresponding applications are published in other countries, and because publication of discoveries in the
scientific or patent literature often lags behind actual discoveries, we cannot be certain that we were the first to file patent applications for such inventions. Litigation or regulatory proceedings, which could result in substantial cost and
uncertainty, may also be necessary to enforce patent or other intellectual property rights or to determine the scope and validity of other parties proprietary rights. There can be no assurance that we will have the financial resources to
defend our patents from infringement or claims of invalidity.



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Because of our reliance on unique technology to develop and manufacture innovative products, we depend on our ability
to operate without infringing or misappropriating the proprietary rights of others.



There is a substantial amount of litigation over patent and other intellectual property rights in the medical device industry. Because we rely on unique technology to develop and manufacture innovative products, we
are especially sensitive to the risk of infringing intellectual property rights. While we attempt to ensure that our products do not infringe other parties patents and proprietary rights, our competitors may assert that our products and the
methods they employ may be covered by patents held by them or invented by them before they were invented by us. Although we may seek to obtain a license or other agreement under a third partys intellectual property rights to bring an end to
certain claims or actions asserted against us, we may not be able to obtain such an agreement on reasonable terms or at all. If we were not successful in obtaining a license or redesigning our products, our product sales and profitability could
suffer, and we could be subject to litigation and potentially substantial damage awards.



Also, one or more of our products may now be infringing inadvertently on existing patents. As the number of competitors in our markets grows, the possibility of a patent infringement claim against us increases.
Whether a product infringes a patent involves complex legal and factual issues, the determination of which is often uncertain. Infringement and other intellectual property claims, with or without merit, can be expensive and time-consuming to
litigate and divert managements attention from our core business. If we lose in this kind of litigation, a court could require us to pay substantial damages or grant royalties, and prohibit us from using technologies essential to our products.
This kind of litigation is expensive to all parties and consumes large amounts of managements time and attention. In addition, because patent applications can take many years to issue, there may be applications now pending of which we are
unaware and which may later result in issued patents that our products may infringe.



If we lose our rights to intellectual property that we have licensed we may be forced to develop new technology and we may not be able to develop that technology or may experience delays in manufacturing as a result.



Our license with Gyrus Group PLC, a public company incorporated and existing under the laws
of England and Wales, allows us to manufacture and sell our products using their radiofrequency generator technology. In addition, the University of Kansas license allows us to apply radiofrequency energy to tissue. To the extent these license
interests become jeopardized through termination or material breach of the license agreements, our operations may be harmed. We may have to develop new technology or license other technology. We cannot provide any assurance that we will be able to
develop such technology or that other technology will be available for license. Even if such technology is available, we may experience delays in our manufacturing as we transition to a different technology.



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If we are unable to attract and retain qualified personnel, we will be unable to expand our business.



We believe our future success will depend upon our ability to successfully manage our
employees, which includes attracting and retaining engineers and other highly skilled personnel. Our employees are at-will employees and are not subject to employment contracts. The loss of services of one or more key employees could materially
adversely affect our growth. In addition, our stock price is depressed and the results of our operations have been less successful than anticipated. This history of performance may make it difficult to attract and retain qualified personnel. Failure
to attract and retain personnel, particularly management and technical personnel, would materially harm our ability to grow our business rapidly and effectively.



Our directors, executive officers and principal stockholders have significant voting power and may take actions that may not be in the
best interests of our other stockholders.



Our officers, directors and
principal stockholders holding more than 5% of our common stock together control over 50% of our outstanding common stock. As a result, these stockholders, if they act together, will be able to control the management and affairs of our company and
all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely
affect the market price of our common stock. This concentration of ownership may not be in the best interest of our other stockholders.



Our stockholder rights plan, certificate of incorporation, bylaws and Delaware law contain provisions that could discourage a takeover.



In November 2001, we adopted a stockholder rights plan. The purpose of the plan is to assure
fair value in the event of a future unsolicited business combination or similar transaction involving Curon. If an individual or entity accumulates 15% of our stock, or 20% in the case of certain existing stockholders, the rights become exercisable
for additional shares of our common stock or, if followed by a merger or other business combination where Curon does not survive, additional shares of the acquirers common stock. The intent of these rights is to force a potential acquirer to
negotiate with the Board to increase the consideration paid for our stock. The existence of this plan, however, may deter a potential acquirer, which could negatively impact shareholder value.



In addition, our basic corporate documents and Delaware law contain provisions that might
enable our management to resist a takeover. Any of the above provisions might discourage, delay or prevent a change in the control of our company or a change in our management. The existence of these provisions could adversely affect the voting
power of holders of common stock and limit the price that investors might be willing to pay in the future for shares of our common stock.



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|Item 3. |  | Quantitative and Qualitative Disclosures of Market Risk
|------- |  | -------------------------------------------------------



We invest our excess cash primarily in U.S. government securities and marketable debt securities of financial institutions and corporations with strong credit ratings.
These instruments have maturities of eighteen months or less when acquired, with an average maturity date of less than three months. We do not utilize derivative financial instruments, derivative commodity instruments or other market risk sensitive
instruments, positions or transactions in any material fashion. Accordingly, we believe that while the instruments we hold are subject to changes in the financial standing of the issuer of such securities, we are not subject to any material risks
arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that affect market risk sensitive instruments.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



(a) Evaluation of disclosure controls and procedures.



Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to
ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission
rules and forms.



(b) Changes in internal control over
financial reporting.



There was no change in our internal control over
financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II OTHER INFORMATION



|Item 1. |  | Legal Proceedings
|------- |  | -----------------



In June 2001, a civil action was filed against us in the United States District Court, Western District of Kentucky, Louisville Division, in which the plaintiff alleges that he sustained a nerve injury and damage to
his gastrointestinal tract during a Stretta Procedure caused by the defective design and manufacture of our product. Plaintiffs allegations against us include strict liability for a product that was in a defective and unreasonably dangerous
condition, negligence in the design and manufacturing of the product, breach of implied warranty of merchantability, and loss of consortium. Plaintiff was a subject in a randomized clinical trial and had been provided with an approved Informed
Consent form and counseling by the physician. Prior to treatment, Plaintiff provided consent to proceed. Plaintiff is seeking a trial by jury and unspecified damages. The trial date is currently set in August 2004. We believe Plaintiffs claim
is without merit.



In June 2002, a civil action was filed against a number of
defendants, including Curon, in the Court of Common Pleas, Philadelphia County, in the State of Pennsylvania, alleging that the plaintiff sustained injury during a Secca Procedure caused by the device being defective and/or in an unreasonably
dangerous condition. Plaintiff was a subject in a clinical trial and had been provided with an approved Informed Consent form and counseling by the physician. Prior to treatment, the subject provided consent to proceed. Additional defendants include
the treating physician, the associated medical institution whom, it is alleged, were medically negligent in treatment of Plaintiff, and the members of the Institutional Review Board who approved the protocol for the clinical trial. Plaintiff has
demanded a trial by jury and unspecified damages. Although the case was moved to the United States District Court for the Eastern District of Pennsylvania, it has since been moved back to State Court on appeal. The Company believes Plaintiffs
claim against the Company is without merit.



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In February 2003, a civil action was filed against us in the District Court of Dallas County, in the State of Texas,
alleging that the plaintiff sustained injury while undergoing a procedure utilizing the Stretta System, caused by the device being in a defective condition. The Court dismissed this complaint in September 2003.



In April 2003, a civil action was filed against us in United States District Court for the
Northern District of California by Federal Insurance Corporation, our insurance carrier, for rescission, reformation, and restitution in connection with the our liability insurance policy. This policy covers, among other things, product liability
claims made against us by people treated with our product. Because the carrier seeks to rescind the policy, an adverse outcome of this litigation could have a material adverse impact on the Company in part due to the June 2002 Pennsylvania suit
described above, which is currently being defended by Federal Insurance. We believe the claims by Federal Insurance are without merit and we are preparing our defense of the matter.



|Item 5. |  | Other Information
|------- |  | -----------------



In accordance with Section 10A(i)(2) of the Securities Exchange Act of 1934, as added by Section 202 of the Sarbanes-Oxley Act of 2002 (the Act), we are required to disclose the non-audit services approved
by our Audit Committee to be performed by PricewaterhouseCoopers LLP, our external auditor. Non-audit services are defined in the Act as services other than those provided in connection with an audit or a review of the financial statements of a
company. The Audit committee has approved the engagement of PricewaterhouseCoopers LLP for the following non-audit services: the preparation of federal and state tax returns.



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|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------



(a) Exhibits.



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|3.3(1)      |  | Amended and Restated Certificate of Incorporation                                                                                                                                                                                                                                    
|            | 
|3.4(1)      |  | Bylaws of the Registrant                                                                                                                                                                                                                                                             
|            | 
|4.1(1)      |  | Specimen common stock certificate of the registrant                                                                                                                                                                                                                                  
|            | 
|4.3(2)      |  | Preferred Stock Rights Agreement, dated as of October 30, 2001 between Curon Medical, Inc. and Mellon Investor Service, LLC including the Certificate of Designation, the form of
Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively
|            | 
|10.23       |  | Lease Agreement with Hopkins Properties, LLC for 46117 & 46107 Landing Parkway, Fremont, CA 94538, dated June 26, 2003, commencing September 1, 2003                                                                                                                                 
|            | 
|31.1        |  | Chief Executive Officers Certification Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                     
|            | 
|31.2        |  | Chief Financial Officers Certification Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                     
|            | 
|32.1        |  | Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                      
|            | 
|32.2        |  | Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                      



|(1) | Filed as an Exhibit to Curons Registration Statement on Form S-1 (File No. 333-37866) and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(2) | Filed as an Exhibit to Curons 8-A12G filing on November 9, 2001, and incorporated by reference.
|--- | ------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K.



During the quarter ended September 30, 2003, we filed a Current Report on Form 8-K dated July 29, 2003, reporting under Items 7 and 9 the issuance of a press release
(Exhibit 99.1 to such filing) announcing the results for the quarter ended June 30, 2003.



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CURON MEDICAL, INC.



SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  | CURON MEDICAL, INC. (Registrant)
|----------------------- |  |  |  | --------------------------------
|                        |  |  | 
|Date: November 12, 2003 |  |  |  | By:                             
|                        |  |  |  |                                 
|                        |  |  |  |                                 
|                        |  |  | 
|                        |  |  |  | By:                             
|                        |  |  |  |                                 
|                        |  |  |  |                                 



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